CHINA YOUZAN 08083.HK 中期報告 2023 做生意 Tir- 中國有贊有限公司 CHINA YOUZAN LIMITED 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所 主板上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛 在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣之 證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的 市場。 香港交易及結算所有限公司及香港聯合交易所有限公司對本報告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本報告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關 中國有贊有限公司（「本公司」，連同其附屬公司統稱「本集團」、「有贊」或「我們」）的 資料；本公司的董事（「董事」）願就本報告的資料共同及個別地承擔全部責任。各董 事在作出一切合理查詢後，確 ...

香港交易及結算所有限公司以及香港聯合交易所有限公司（「聯交所」）對本公告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內 容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （於百慕達註冊成立之有限公司） （股份代號：8083） 截至二零二三年六月三十日止六個月之中期業績公告 中國有贊有限公司（「本公司」）之董事（「董事」）會（「董事會」）欣然宣佈本公司及其附屬公司截 至二零二三年六月三十日止六個月之未經審核中期業績。本公告載列本公司二零二三年中期 報告全文，符合香港聯合交易所有限公司GEM證券上市規則（「GEM上市規則」）內有關中期業 績初步公告附載資料之相關規定。 承董事會命 中國有贊有限公司 主席 朱寧 香港，二零二三年八月九日 於本公告日期，董事會由四名執行董事朱寧先生、崔玉松先生、俞韜先生及應杭艷女士；以及 三名獨立非執行董事方志華博士、鄧濤先生及李少傑先生組成。 本公告之資料乃遵照GEM上市規則而刊載，旨在提供有關本公司之資料；董事願就本公告之 資料共同及個別地承擔全部責任。各董事在作出一切合理查詢後，確認就其所知及所信，本公 告所載資料在各重要方 ...

CHINA YOUZAN 08083.HK 第一季度業績報告 2023 做生意 中國有贊有限公司 CHINA YOUZAN LIMITED 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所 主板上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛 在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣之 證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的 市場。 香港交易及結算所有限公司及香港聯合交易所有限公司對本報告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本報告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關 中國有贊有限公司（「本公司」，連同其附屬公司統稱「本集團」、「有贊」或「我們」）的 資料；本公司的董事（「董事」）願就本報告的資料共同及個別地承擔全部責任。各董 事在作出一切合理查詢後，確認 ...

香港交易及結算所有限公司以及香港聯合交易所有限公司（「聯交所」）對本公告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不會就因本公告全部或任何部分 內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （於百慕達註冊成立之有限公司） （股份代號：8083） 截至二零二三年三月三十一日止三個月之 第一季度業績公告 中國有贊有限公司（「本公司」）之董事（「董事」）會（「董事會」）欣然宣佈本公司及其附屬公司截 至二零二三年三月三十一日止三個月之未經審核第一季度業績。本公告載有本公司二零二三 年第一季度報告全文，符合香港聯合交易所有限公司GEM證券上市規則（「GEM上市規則」）中 有關第一季度業績初步公告附載資料之相關要求。 承董事會命 中國有贊有限公司 主席 朱寧 香港，二零二三年五月十日 於本公告日期，董事會由四名執行董事朱寧先生、崔玉松先生、俞韜先生及應杭艷女士；以及 三名獨立非執行董事方志華博士、鄧濤先生及李少傑先生組成。 本公告之資料乃遵照GEM上市規則而刊載，旨在提供有關本公司之資料；董事願就本公告之 資料共同及個別地承擔全部責任。各董事在作出一切合理查詢後，確認就其所知及所信，本 ...

Financial Performance - Revenue for 2022 decreased by 4.7% to RMB 1,496,977 thousand compared to RMB 1,569,991 thousand in 2021[11] - Gross profit increased by 1.0% to RMB 961,922 thousand in 2022 from RMB 952,263 thousand in 2021[11] - Gross profit margin improved to 64.3% in 2022 from 60.7% in 2021[11] - Loss before tax significantly reduced by 79.8% to RMB (658,407) thousand in 2022 from RMB (3,251,782) thousand in 2021[11] - Loss for the year attributable to owners of the company decreased by 80.4% to RMB (645,760) thousand in 2022 from RMB (3,293,020) thousand in 2021[11] - Adjusted loss before interest, tax, depreciation, and amortization (unaudited) decreased by 87.9% to RMB (303,089) thousand in 2022 from RMB (2,509,498) thousand in 2021[11] - Adjusted non-HKFRS loss for the year (unaudited) decreased by 61.3% to RMB (339,537) thousand in 2022 from RMB (876,549) thousand in 2021[11] - Total assets decreased by 4.6% to RMB6,559,725,000 in 2022 compared to RMB6,872,975,000 in 2021[12] - Non-current liabilities decreased significantly by 40.1% to RMB262,833,000 in 2022 from RMB438,828,000 in 2021[12] - Adjusted EBITDA in Q4 2022 was approximately RMB7.15 million[18] - Adjusted EBITDA in Q4 2022 was approximately RMB7.15 million[33] - Sales expense ratio decreased quarter-on-quarter, and R&D expenses decreased year-on-year in 2022[33] - Cash balances achieved consecutive quarterly growth in Q3 and Q4 2022[33] - Net cash balance showed consecutive growth in Q3 and Q4 2022[18] - The company's revenue in 2022 was approximately RMB1,496,977,000, a 4.7% decrease year-on-year, primarily due to a decline in subscription solutions revenue[54][57] - Revenue from subscription solutions decreased by 8.6% year-on-year to RMB890,223,000, driven by a decline in cloud service fees and SaaS subscription fees[55][58] - Revenue from merchant solutions increased by 2.2% year-on-year to RMB597,780,000, in line with GMV growth[59][61] - Revenue from other businesses decreased by 21.3% year-on-year to RMB8,974,000, mainly due to the cessation of catering services[60][62] - Total cost of sales decreased by 13.4% year-on-year to RMB535,055,000 in 2022, primarily due to a 15.1% reduction in transaction costs, a 9.3% decrease in staff costs, and a 22.0% drop in server and SMS costs[65][66] - Gross profit increased by 1.0% year-on-year to RMB961,922,000 in 2022, with the gross profit margin rising from 60.7% in 2021 to 64.3% in 2022[67][68] - Subscription solutions gross profit decreased by 5.3% year-on-year to RMB660,006,000 in 2022, but the gross profit margin improved from 71.5% to 74.1%[69] - Merchant solutions gross profit increased by 17.0% year-on-year to RMB298,902,000 in 2022, with the gross profit margin rising from 43.7% to 50.0%[70] - Other gross profit surged to RMB3,014,000 in 2022 from RMB59,000 in 2021, with the gross profit margin jumping from 0.5% to 33.6%[70] - Selling expenses decreased by 13.4% year-on-year to RMB830,816,000 in 2022, mainly due to reductions in promotion, advertising, and sales staff costs[70] - Administrative expenses decreased by 12.6% year-on-year to RMB293,043,000 in 2022, partially offset by one-off severance packages of RMB92,211,000[70] - Other operating expenses decreased by 48.7% year-on-year to RMB312,268,000 in 2022, primarily due to reduced research and development expenses[71] - Equity-settled share-based payments increased by 65.8% year-on-year to approximately RMB88,068,000 in 2022[72] - Investment and other income decreased by 22.4% year-on-year to approximately RMB49,517,000 in 2022, mainly due to reduced super deduction of value-added tax and bank interest income[72] - Other net gains of approximately RMB36,100,000 were recorded in 2022, compared to net losses of approximately RMB2,186,924,000 in 2021, primarily due to the absence of impairment losses[72] - Finance costs increased by 13.2% year-on-year to approximately RMB25,631,000 in 2022, driven by higher interest expenses from new bank loans[72] - Adjusted loss before interest, tax, depreciation, and amortization (unaudited) improved to RMB339,537,000 in 2022 from RMB876,549,000 in 2021[74] - Adjusted non-HKFRS loss for the year (unaudited) was RMB394,791,000 in 2022, compared to RMB904,037,000 in 2021[75] Merchant Performance and GMV - The company helped merchants achieve GMV of approximately RMB101.4 billion, with non-Kuaishou channel GMV increasing by 19% year-on-year[15] - Average annual sales per merchant exceeded RMB1.2 million in 2022, representing a 9% year-on-year increase[15] - The proportion of targeted merchants increased to 47%, with a renewal rate exceeding 75%[15] - The gross merchandise volume (GMV) generated by merchants through Youzan's solutions reached approximately RMB101.4 billion in 2022, with non-Kuaishou channels growing by 19% year-on-year[47][48] - The GMV of store SaaS business was approximately RMB42.5 billion, accounting for 42% of total GMV, representing a 53% year-on-year increase[47][48] - The average annual sales of a single merchant exceeded RMB1.2 million in 2022, up 9% year-on-year[47][48] - The company had 83,439 paying merchants as of December 31, 2022, with 63% subscribing to e-commerce SaaS and 37% to store SaaS[49] - In 2022, the company added 40,443 new paying merchants, with store SaaS accounting for 50% of new merchants[49][50] Business Model and Strategy - The company aims to transition from SaaS-based system services to comprehensive solution services, focusing on increasing private domain business proportion in customer portfolios[22] - The company upgraded its business model from "store opening marketing solutions" to "private domain operation solutions" in H1 2022[35] - The company focuses on three core customer categories: content monetization, brand DTC, and store digitization[36] - The company provides e-commerce private domain operation solutions focusing on distribution, community, membership, and live streaming scenarios[36] - The company offers "Youzan customer operation solutions" to help merchants connect consumer information and perform precision marketing[36] - Youzan upgraded its business from "store marketing solutions" to "private domain operation solutions," focusing on consumer-centric strategies to enhance online and offline integration and improve end-to-end consumer experience[37] - The company segmented its core customer base into three categories: content monetization, brand DTC, and store digitization, providing tailored solutions for each group[37] - Youzan's product matrix includes Youzan CRM, Youzan WeCom Assistant, Youzan Salespeople Assistant, Youzan Chain, Marketing Canvas, and New Retail Integration Module, aimed at improving marketing and sales capabilities[38] - In 2022, Youzan conducted in-depth annual cooperation with nearly 100 large enterprises across industries such as liquor, FMCG, vehicles, department stores, and beauty products[39] - Youzan Cloud platform has over 3,000 active developers, more than 800 apps launched, and an average of over 500 million daily API visits, with 34 third-party systems integrated[43] - In June 2022, Youzan launched Youzan Jarvis, an AI engine product with five core capabilities (machine learning, NLP, computer vision, deep learning, and knowledge graph) for private domain scenarios[45] - Youzan collaborated with over 300 agents nationwide to promote and sell its products and services in 2022[43] - The company provided customized system services to nearly 300 merchants, focusing on system integration, transaction and marketing expansion, and personalized page display[43] - In early 2023, Youzan adjusted its mall products, upgrading the flagship version to a solution version and launching a supreme version with in-depth private domain operation services[46] - Youzan's service teams improved merchant delivery rates and activity, contributing to higher merchant renewal rates and commercial success[42] Organizational and Operational Changes - The company restructured its organizational structure in early 2022 to optimize business development and collaboration efficiency[33] - 80% of the company's employees are frontline workers directly facing merchants[19] - The Group's employee count decreased to 1,952 as of 31 December 2022, down from 4,494 in 2021, due to rationalization of R&D investment and organizational optimization[122] Cash Flow and Financial Position - The Group's cash and cash equivalents increased to approximately RMB889,944,000 as of 31 December 2022, up from RMB711,527,000 in 2021[113] - The Group's borrowings stood at approximately RMB480,986,000 as of 31 December 2022, compared to no borrowings in 2021[113] - The company successfully placed 810,792,000 shares at HK$0.385 per share, raising net proceeds of approximately HK$309.01 million, which will be used for system upgrades, product development, marketing, strategic investments, and general working capital[139] - Net proceeds from the Placing of New Shares amounted to approximately HK$309.01 million after deducting related costs, fees, expenses, and commission[177] - Approximately HK$211.46 million of the net proceeds was used for system upgrades, product development, and marketing expenses as of December 31, 2022[180] - Approximately HK$23.23 million of the net proceeds was used for potential strategic investments and acquisitions as of December 31, 2022[180] - Approximately HK$23.50 million of the net proceeds was used for the Group's general working capital as of December 31, 2022[180] - The remaining balance of approximately HK$35.75 million is expected to be used for system upgrades, product development, and marketing expenses[180] - The remaining balance of approximately HK$7.67 million is expected to be used for potential strategic investments and acquisitions by June 30, 2023[180] - The remaining balance of approximately HK$7.40 million is expected to be used for the Group's general working capital[180] Impairment and Goodwill - The recoverable amounts of cash-generating units (CGUs) were determined using discounted cash flow method, with a pre-tax discount rate of 20.35% for CGU A and 19.67% for CGU B[79] - The budgeted revenue CAGR for both CGU A and CGU B in the 5-year forecast is 6.37%, with a terminal growth rate of 2.08%[79] - Goodwill allocated to CGU A remains unchanged at approximately RMB341,326,000 (2021: RMB341,326,000)[81] - The recoverable amount for CGU A exceeded its carrying value by approximately RMB211 million (2021: RMB125 million), with no impairment charge deemed necessary[82] - CGU B recorded operating losses of RMB596 million for the year ended 31 December 2022[83] - The recoverable amount for CGU B exceeded its carrying value by approximately RMB161 million, with no impairment charge deemed necessary[83] - The pre-tax discount rate for CGU A decreased to 20.35% (2021: 20.7%)[82] - The pre-tax discount rate for CGU B is 19.67% as of the end of the reporting period[83] - A 10.47% increase in the pre-tax discount rate for CGU A would reduce the headroom to zero[82] - A 3.83% increase in the pre-tax discount rate for CGU B would reduce the headroom to zero[83] - Impairment losses for CGU B in 2021 included RMB1,622,083,000 for goodwill and RMB459,553,000 for intangible assets[86] - The pre-tax discount rate for CGU B in 2021 was 19.16%[86] Management and Board - Ms. Ying Hangyan, aged 41, joined the Company in April 2018 and was appointed as an executive Director and the chief service officer in May 2018, responsible for management of the help center, talent development, and organization operation[92] - Mr. Yu Tao, aged 35, joined the Company in April 2018 and was appointed as an executive Director and CFO in May 2018, responsible for financial planning, management, and investor relations[93] - Dr. Fong Chi Wah, aged 60, has served as an independent non-executive director since December 2003, with over 26 years of experience in the financial industry, including roles at KPMG, AIG, and ING Group[95] - Dr. Fong has been the CFO of Citychamp Watch & Jewellery Group Limited since September 2004 and served as a Non-independent Non-executive Director of Cordlife Group Limited from January 2019 to November 2021[96] - Dr. Fong holds a Bachelor's degree in Management Sciences (Economics) from Lancaster University, three Master's degrees, and a Doctorate in Business Administration from Hong Kong Polytechnic University[97] - Mr. Deng Tao, aged 68, has served as an independent non-executive director since May 2018, with over 27 years of experience in human resources management, including roles at Hewlett-Packard, Maersk Line, and Google[99] - Mr. Li Shaojie, aged 45, has served as an independent non-executive director since March 2022, with about 21 years of experience in internet brand marketing and is the chairman of Rich Flag Sci & Tech Group Co., Ltd[99] - Mr. Huan Fang, aged 34, joined Youzan Group in September 2018 as the chief operating officer, responsible for business data assessment, product commercialization, and market investment, with prior experience at Hillhouse Capital Group[99] - Executive directors Zhu Ning, Cui Yusong, Yu Tao, and Ying Hangyan renewed their service agreements for three years starting from May 2021[186][190] - Independent non-executive director Dr. Fong Chi Wah renewed his appointment for three years starting from 19 December 2021 and has served on the board for over 10 years[191] - Independent non-executive director Deng Tao renewed his appointment for three years starting from 8 May 2021[192] - Independent non-executive director Li Shaojie entered into a three-year appointment starting from 18 March 2022[192] - Directors Zhu Ning, Cui Yusong, Yu Tao, and Ying Hangyan will retire at the forthcoming AGM and are eligible for re-election[192] - The company maintained directors and officers liability insurance during the year[182] Shareholding and Equity - Mr. Zhu Ning holds a total interest of 1,931,771,804 shares, representing 10.49% of the company's shareholding[197] - Mr. Cui Yusong holds a total interest of 270,785,127 shares, representing 1.47% of the company's shareholding[197] - Mr. Yu Tao holds a total interest of 28,848,000 shares, representing 0.16% of the company's shareholding[197] - Ms. Ying Hangyan holds a total interest of 15,852,000 shares, representing 0.09% of the company's shareholding[197] - Dr. Fong Chi Wah and Mr. Li Shaojie each hold 1,000,000 shares, representing 0.01% of the company's shareholding[197] - Whitecrow Investment Ltd., owned by Mr. Zhu Ning, holds 1,440,601,703 shares[198] - Youzan Teamwork Inc., partially owned by Mr. Zhu Ning and Whitecrow, holds 363,170,101 shares[198] - V5.Cui Investment Ltd., owned by Mr. Cui Yusong, holds 241,885,127 shares[198] - Share options granted under the New Share Option Scheme have an exercise price of HK$1.00 and are valid until 30 June 2024[198] - Share options granted under the New Share Option Scheme have an exercise price of HK$0.90 and are valid until 30 June 2024[198] - The company granted 14,450,000 share options to 36 eligible participants at an exercise price of HK$0.385 per share on 20 January 2023[184] - Share Option Scheme 2019 details: Mr. Zhu Ning holds 100,000,000 options at HK$1.00, exercisable from 1 July 2021 to 30 June 2024[132] - Share Award Scheme adopted on 31 May 2018, valid for 10 years, aimed at retaining and attracting talent[134][136] - Company's share premium account amounted to approximately RMB6,420,355,000 as of 31 December 2022, up from RMB6,098,424,000 in 2021[135][137] - No reserves available for distribution to shareholders as of 31 December 2022[135][137] - No purchase, sale, or redemption of listed securities by the company or its subsidiaries during the year[138] Supplier and Customer Relationships - The Group's five largest suppliers accounted for approximately 52.2% of total purchases in 2022, down from 54.3% in 2021, with the largest supplier accounting for 24.0% of total purchases, up from 18.9%

香港交易及結算所有限公司以及香港聯合交易所有限公司（「聯交所」）對本公告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何部分內 容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （於百慕達註冊成立之有限公司） （股份代號：8083） 截至二零二二年十二月三十一日止年度全年業績公告 中國有贊有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及其附屬公司截至 二零二二年十二月三十一日止年度之經審核全年業績。本公告載有本公司二零二二年年報全 文，符合香港聯合交易所有限公司GEM證券上市規則（「GEM上市規則」）中有關全年業績初步 公告附載資料之相關要求。 承董事會命 中國有贊有限公司 主席 朱寧 香港，二零二三年三月二十三日 於本公告日期，董事會由四名執行董事朱寧先生、崔玉松先生、俞韜先生及應杭艷女士；以及 三名獨立非執行董事方志華博士、鄧濤先生及李少傑先生組成。 本公告之資料乃遵照GEM上市規則而刊載，旨在提供有關本公司之資料；董事願就本公告之 資料共同及個別地承擔全部責任。各董事在作出一切合理查詢後，確認就其所知及所信，本公 告所載資料在各重要方 ...